Unassociated Document
As
filed
with the Securities and Exchange Commission on [_______], 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or 12(g) of the
Securities
Exchange Act of 1934
United
States Oil Fund, LP
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(Exact
name of registrant as specified in its
charter)
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Delaware
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20-2830691
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1320
Harbor Bay Parkway, Suite 145, Alameda, California
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94502
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
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Name
of each exchange on
which
each class is to be registered
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Units
of United States Oil Fund, LP
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NYSE
Arca, Inc.
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If
this
Form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If
this
Form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. ¨
Securities
Act registration statement file number to which this form relates:
333-153310
Securities
to be registered pursuant to Section 12(g) of the Act:
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description
of the Registrant's Securities to be Registered
The
securities to be registered hereby are units of United States Oil Fund, LP
(“USOF”). The description of the units contained in the sections entitled “The
Units,” “Who is the General Partner?,” “What is the Plan of Distribution?” and
“U.S. Federal Income Tax Considerations” in the Prospectus included in USOF’s
Registration Statement on Form S-3 (File No. 333-153310) filed with the
Securities and Exchange Commission on September 3, 2008 as amended from time
to
time (the “Registration Statement”), is hereby incorporated by reference herein.
Any form of prospectus or prospectus supplement to the Registration Statement
that includes such descriptions and that are subsequently filed are hereby
also
incorporated by reference herein.
Item
2. Exhibits
The
following exhibits to this registration statement on Form 8-A are incorporated
by reference from the documents specified which have been filed with the
Securities and Exchange Commission.
Exhibit
No.
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Description
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1
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USOF’s
Form S-3 Registration Statement, as amended (Registration
No. 333-153310), filed with the Securities and Exchange Commission on
September 3, 2008 (incorporated herein by reference).
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2
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Fifth
Amended and Restated Agreement of Limited Partnership, incorporated
herein
by reference to Exhibit 10.1 to USOF’s Current Report on
Form 8-K filed on October 14, 2008.
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3
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Certificate
of Limited Partnership of the Registrant, incorporated herein by
reference
to Exhibit 3.2 to USOF’s Form S-1 Registration Statement
(Registration No. 333-124950) filed on May 16,
2005.
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: November
21, 2008
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By:
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United
States Commodity Funds LLC
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its
General Partner
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/s/
Howard Mah
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Howard
Mah
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Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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1
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USOF’s
Form S-3 Registration Statement, as amended (Registration
No. 333-153310), filed with the Securities and Exchange Commission on
September 3, 2008 (incorporated herein by reference).
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2
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Fifth
Amended and Restated Agreement of Limited Partnership, incorporated
herein
by reference to Exhibit 10.1 to USOF’s Current Report on
Form 8-K filed on October 14, 2008.
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3
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Certificate
of Limited Partnership of the Registrant, incorporated herein by
reference
to Exhibit 3.2 to USOF’s Form S-1 Registration Statement
(Registration No. 333-124950) filed on May 16,
2005.
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